ATHA Energy Announces Latitude Uranium Obtains Shareholder Approval for Transaction

VANCOUVER, British Columbia, Feb. 28, 2024 (GLOBE NEWSWIRE) -- ATHA Energy Corp. (CSE: SASK) (FRA: X5U) (OTCQB: SASKF) (“ATHA”) is pleased to announce that shareholders (“LUR Shareholders”) of Latitude Uranium Inc. (CSE: LUR) (OTCQB: LURAF) (“Latitude”) have overwhelmingly approved the previously announced arrangement (the “Arrangement”) involving ATHA and Latitude at Latitude’s special meeting (the “LUR Meeting”) held on February 27, 2024.

The special resolution approving the Arrangement (the “Arrangement Resolution”) was required to be approved by at least two-thirds (66 2/3%) of the votes cast by LUR Shareholders present virtually or represented by proxy at the LUR Meeting.

A total of 103,295,471 common shares of LUR, representing approximately 44.69% of votes entitled to be cast at the LUR Meeting, were represented by proxy at the LUR Meeting. Approximately 99.62% of the votes eligible to be cast were voted in favour of the Arrangement Resolution.

Latitude will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) on February 29, 2024. Closing of the Arrangement remains subject to satisfaction of certain customary closing conditions, including receipt of final court, stock exchange and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in early March 2024.

For additional information on the Arrangement, please refer to ATHA’s news releases dated December 7, 2023, January 25, 2024 and February 21, 2024.

About ATHA

ATHA is a mineral exploration company focused on the acquisition, exploration, and development of mineral resource properties. ATHA holds the largest cumulative exploration package in each of the Athabasca Basin and Thelon Basin, two of the world’s most prominent basins for uranium discoveries, with 6.4 million total acres along with a 10% carried interest portfolio of claims in the Athabasca Basin operated by NexGen Energy Ltd. and Iso Energy Ltd.

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For more information, please contact:

Troy Boisjoli

Chief Executive Officer

Email:

1-306-460-5353

Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. These forward-looking statements or information may relate to, among other things, the Arrangement, the receipt of the required regulatory, stock exchange, court and other approvals, and the ability of ATHA and Latitude to successfully close the Arrangement.

Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, assumptions regarding the ability of ATHA and Latitude to satisfy the conditions imposed in connection with the completion of the Arrangement, completion of the Arrangement, receipt of required regulatory, court and stock exchange approvals, the ability of ATHA and Latitude to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, other expectations and assumptions concerning the Arrangement, and that general business and economic conditions will not change in a material adverse manner. Although each of ATHA and Latitude have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Such statements represent the current views of ATHA and Latitude with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by ATHA and Latitude, are inherently subject to significant business, economic, competitive, political, and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: inability of ATHA and Latitude to complete the Arrangement or satisfy certain conditions precedent thereto; the inability of ATHA to satisfy all conditions to its proposed listing on the TSX Venture Exchange; a material adverse change in the timing of any completion and the terms and conditions upon which the Arrangement is completed; inability to satisfy or waive all conditions to closing the Arrangement; the Canadian Securities Exchange and/or the TSX Venture Exchange not providing approval to the Arrangement and all required matters related thereto; the inability of the consolidated entity to realize the benefits anticipated from the Arrangement and the timing to realize such benefits, including the exploration and drilling targets; unanticipated changes in market price for ATHA shares and/or Latitude shares; changes to ATHA’s and/or Latitude’s current and future business and exploration plans and the strategic alternatives available thereto; growth prospects and outlook of the business of each of ATHA and Latitude; treatment of the Arrangement under applicable competition laws and the Investment Canada Act; regulatory determinations and delays; any impacts of COVID-19 on the business of the consolidated entity and the ability to advance its projects; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the filings of ATHA and Latitude with the Canadian securities regulators which are available, respectively, on each of ATHA’s and Latitude’s profiles on SEDAR+ at . Neither ATHA nor Latitude undertake to update any forward-looking information, except in accordance with applicable securities laws.